THE CONSTITUTION OF THE CATHOLIC ORDER

OF THE KNIGHTS OF DA GAMA

(Registered as a Non-Profit Organisation)

ARTICLE ONE: NAME

(a) The name of the Order shall be "THE CATHOLIC ORDER OF THE KNIGHTS OF DA GAMA.

(b) The area in which the activities of the Order will be carried on and in which contributions will be collected shall be the Republic of South Africa and elsewhere.

ARTICLE TWO: OBJECTS

The Order is a brotherhood of Catholic gentlemen whose aim is to train its members to be better Christians who by their action and example will contribute to the spread of the Kingdom of Christ on earth; and to that end the objects of the Order shall be:

(a)   to carry on such public benefit activities that are motivated by the aims of the Order, which are of a philanthropic and benevolent nature, having regard to the needs, interests and well-being of the general public  in various fields, including but not limited to:

(i)  the provision of residential care for retired persons where more than 90 per cent of the persons to whom residential care is provided are over 60 years of age and to provide nursing services;

(ii)  the provision of residential care for retired persons who are poor and needy without full recovery of cost;

(iii)  the care and counselling of terminally ill persons or persons with severe physical or mental disabilities, and the counselling of their families in this regard; and

(iv)  the provision of higher education;

(b)  to promote the Lay Apostolate of the Holy Roman Catholic and Apostolic Church;

(c)  to promote and defend the Catholic faith;

(d)  to unite Catholic men for the purposes referred to in paragraphs (a), (b) and (c) and thus to foster their personal sanctification;

(e)  to promote common social life, intellectual and recreational pursuits among members and among their families;

(f)  to encourage members to assist each other in every way, both spiritually and materially;

(g)  to render aid to its members and their beneficiaries in a true spirit of practical brotherhood;

(h)  by all lawful means to strive for the spiritual, moral and material betterment of all peoples in the countries in which the Order is established;

(i)  to promote and co-operate with other Catholic organisations in the furtherance of the Catholic Lay Apostolate;

(j)  to promote and conduct charitable work in all spheres of Catholic and public life;

(k)  to publish suitable literature;

(l)  to raise and collect contributions and funds throughout the areas specified in Article One (b);

(m) the provision of funds, assets or other resources by way of donation to any public benefit organisation;

(n)  to employ its finances to further the objects and work of the Catholic Church and the Order and to acquire immovable and movable property for the benefit of the members of the Order or the use of the Supreme Council or any subordinate body; and

(o)  to borrow money, with or without security, if necessary to attain any of the objects of  the Order.

ARTICLE THREE: CORPORATE PERSONALITY AND SEAL

(a) The Order is a universitas personarum, the members of which are members of the Order, and it is established for the purposes and subject to the terms and conditions set forth in this Constitution.

(b) The Order shall exist as a body corporate with the power of doing or performing such acts as bodies corporate may by law do or perform.

(c) The Order shall have juristic personality distinct from its office-bearers and members.

(d) The Order shall have perpetual succession notwithstanding any changes that may occur within the composition of its office-bearers and members.

(e) The Order shall have a common seal which it may change and renew at its pleasure.

(f) The Order’s income and property shall not be distributable amongst its office-bearers and members, save for the re-imbursement of expenses incurred on behalf of the Order.

(g) No office-bearer or member of the Order shall have any right in the property or other asset of the Order solely by virtue of his being an office-bearer or member.

(h) The Order’s financial year shall be the 31st day of March of each successive year.

ARTICLE FOUR: GOVERNMENT

The government of the Order shall be vested in a body entitled the Supreme Council -- the composition and election whereof is provided for in the Laws of the Order -- and the same is hereby vested with full power and authority to manage business affairs, activities, and property of the Order and to do any act, matter or thing which could or might be done by the Order; and in addition to the general powers and authorities hereby conferred on the Council and without in any way limiting such powers and authorities the Council shall have the following special powers:

(a) to amend or repeal the Constitution or the Laws or any portion thereof;

(b) to make bye-laws, rules and regulations and to amend or repeal the same or any portion thereof, provided that such bye-laws, rules and regulations are not in conflict with the Constitution or the Laws;

(c) to establish any subordinate body of the Order contemplated by the Laws thereof;

(d) to appoint standing committees or committees ad hoc to deal with any matter and to delegate to such committees such powers as the Council may consider advisable;

(e) to delegate to the Board of Directors any power or authority vested in the Council;

(f) to authorise any contract for the acquisition of immovable and movable property by the Trustees appointed under Article Five;

(g) to secure the fulfilment of any contract or engagement entered into by the Order by mortgage of, or charge on, or debentures in, all or any part of the property of the Order in such manner and under such conditions as it may consider fit;

(h) to sell, lease, alienate or otherwise dispose of any of the movable or immovable assets of the Order as it may consider most beneficial to the members of the Order, and to apply the consideration arising therefrom as it may consider most advantageous to the Order, security (if any) appropriate to such borrowing.

(i) to appoint such attorneys, agents, secretaries, officers, clerks and employees for permanent, temporary or special services, as it may consider fit, and to invest them with such powers as it may consider expedient and to determine their duties and fix and vary their salaries or emoluments (if any) and to require security in such instances and to such amounts as it may consider fit, and to suspend or discharge any such person at its discretion;

(j) to institute, conduct, defend, compound or abandon any legal proceedings by or against the Order, or its officers, or otherwise concerning the affairs of the Order; and also to compound, and allow time for payment or satisfaction of any debts due, and of any claims or demands by or against the Order;

(k) to refer any claim or demand by or against the Order to arbitration, and to perform the award;

(l) to make and give receipts, releases and other discharges, for money payable to the Order and for the claims and demands of the Order;

(m) to open banking accounts in the name of the Order, and to draw, accept, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected with the business of the Order;

(n) to make loans and grants to members and their dependants and the dependants of deceased members and to create any special mutual aid fund considered necessary or desirable for this purpose;

(o) on behalf of the members of the Order to invest and deal with money of the Order not immediately required for the purpose of the Order upon securities and on such terms as it may consider fit, and from time to time to vary, or realise, such investments;

(p) to exercise, on behalf of the Order, the borrowing power of the Order and to settle the terms, conditions and security (if any) appropriate to such borrowings;

(q) the Order may not carry on a any business undertaking or trading activity otherwise than to the extent that it conforms to section 30(3)(b)(iv) of the Income Tax Act 58 of 1962 (hereinafter referred to as “the Act”);

(r) no funds shall be distributed to any person (other than in the course of undertaking any public benefit activity);

(s) the funds of the Order will be used solely for the objectives for which it was established, or shall be invested in terms of section 30(3)(b)(ii) of the Act;

(t) no donation will be accepted save in terms of section 30(3)(b)(v) of the Act;

(u) in case of the Order providing funds to an association of persons contemplated in paragraph (b)(ii) of the definition of “public benefit organisation” in the Act, reasonable steps will be taken to ensure that the funds are utilized for the purpose for which they have been provided; and

(v) no remuneration will be paid to any employee, office bearer, member or other person which is excessive, regard being had to what is generally considered reasonable in the sector and in relation to the service rendered.

ARTICLE FIVE: TRUSTEES

(a) All movable and immovable property of the Order shall be vested in the five Trustees, who shall accept fiduciary responsibility for the Order.

(b) The Trustees shall stand possessed of the property of the Order on behalf of its members and shall apply and dispose of same for the benefit of the Order in such manner as the Supreme Council and/or Board of Directors shall direct.

(c) All actions or suits at law brought by or against the Order shall be in the name of the Trustees thereof who shall be entitled to sign all powers of attorney and all necessary documents required for such purposes.

(d) The five Trustees of the Order shall be the Supreme Knight, the Deputy Supreme Knight, the Supreme Secretary, the Supreme Treasurer and the Supreme Advocate for the time being of the Order.

ARTICLE SIX

The Constitution and Laws of the Order shall conform to the provisions of Canon Law and diocesan rules and regulations.

ARTICLE SEVEN: DISSOLUTION OF THE ORDER

(a) The Order may be dissolved if the provisions of Section B.14 of the Laws of the Order are complied with and the proposed dissolution secures a two-thirds majority of votes at the meeting of the Supreme Council at which it is considered.

(b) In the event of the Order being dissolved, the Board of Directors of the Order shall act as liquidators of the assets and liabilities of the Order, with all powers vested in them as are set out in the Laws and as may be necessary to achieve these objectives, and after the due discharge of all liabilities of the Order then due, all the assets of the Order then remaining shall not accrue to any member of the Order, but shall be paid and/or handed to another non-profit organisation, approved by the Southern African Catholic Bishops Conference, and having similar objectives for the purpose of executing and promoting those of the objectives of the Order which were in force as at the date of dissolution of the Order insofar as they may be capable of being implemented in the then prevailing circumstances.